TERMS & CONDITIONS
These Terms and Conditions (the "Terms") set forth the terms and conditions on the services("Services") provided by NEW FACTORY TOKYO Inc. (the "Company") in relation to the use of the newfactorytokyo.io website ("Website"), the digital assets created and distributed by the Company ("NFTs"), the products created and distributed by the Company through this website ("Products"), the transaction of NFTs and Products, and the rights and obligations between the Company and the users ("User") . You must agree to these Terms by reading the entire Terms before using this website or purchasing any items.
Chapter I. General Rules
Article 1. Application
The purpose of the Terms is to set forth the terms and conditions for the Services, transaction and use of the NFTs, the transaction of Products and the rights and obligations between the Company and the User. The Terms shall be applied to all aspects of the relationship between the Users and the Company in connection with the use of Services, and transaction and use of NFTs and Products.
Article 2. Agreement to The Terms
All Users shall use the Service (including the implementation of transactions of NFTs and Products under the Services and usage of NFTs and Products. The same shall apply hereinafter in this Article.) in accordance with these Terms. Users may not use the Service unless they agree to these Terms.
Users who are minors may only use the Service by obtaining prior consent from their parents or legal guardians. Furthermore, if Users will be using the Service on behalf of, or for the purposes of, a business enterprise, then such business enterprise must also agree to these Terms prior to using the Service.
If there are separate terms applicable to the Service, NFTs or Products, Users shall also comply with such terms as well as these Terms in using the Service or any NFTs.
Chapter II. NFT Services
Article 3. NFT Services
The Company will provide and grant certain NFTs through the Services. Users may use the Service and gain NFTs under the terms and conditions stipulated in these Terms and by following the methods set forth by the Company.
In order to receive NFTs through the Services, Users must possess a wallet account provided by services designated by the Company ("Wallet") to manage the NFT. The User acknowledges and agrees that the User will need to provide the company with the address (a character string used to designate a party when sending or receiving NFTs. The same shall apply hereinafter.) of its Wallet to receive the NFT.
Payments for the Services shall, unless otherwise specified by the Company, be made by the cryptographic asset Ethereum ("ETH").
Article 4. Establishment of Individual NFT Agreements and Granting of NFTs
The Company's acceptance of such proposal shall establish an agreement to grant the NFT ("Individual NFT Agreement").
The User shall deliver to the Company the quantity of ETH specified by the Company in exchange for the NFT in the manner specified by the Company promptly after (provided however, if there is a date to be separately specified by the Company, no later than that date) the establishment of the Individual NFT Agreement. Any costs incurred in sending such ETH shall be borne by the User.
Upon receipt of the ETH outlined in the preceding Paragraph, the Company shall, subject to the satisfactions of all of the following conditions unless waived by the Company, send the NFT to the Wallet account address notified by the User.
- The Company has determined to grant the NFT to the User.
- The representation and warranties by the User under Article 16 and all information the User has provided to the Company concerning the Individual Agreement are true and accurate at the time of the establishment of the Individual NFT Agreement and the granting of the NFT.
- The User understands and approves the risks outlined in Article 5.
- The User has not violated any terms or conditions under these Terms or the Individual NFT Agreement.
The User acknowledges that it may take a certain amount of time to grant the NFT due to system limitations and the Ethereum Network, and agrees that it may take time from the establishment of the Individual NFT Agreement to complete the grant of the NFT under the preceding Paragraph.
Any communication or notice made by the Company that is addressed to the e-mail address provided by the User shall be deemed to be received by the User. If the notification or communication does not reach you due to the inadequacy of your email address or other reasons, you may not be eligible for the grant of NFTs.
Article 5. Risks
The User understands and confirms the risks associated with the NFT as set forth in the following:
Price fluctuation risks
The price of the NFT may be affected by market trends, natural disasters, wars, political changes, strengthened regulations, and other unexpected or special events related to the NFT.
Uncertainty of information
The Company may provide some information related to the NFT on its website, SNS or other media, but such information is provided only as a plan and does not guarantee the truthfulness, accuracy, or feasibility of such information.
Risks inherent in the NFT
NFT is not a legal currency, and its value is not guaranteed by a specific organization. There is a possibility that the NFT itself has risks such as bugs in the program.
The Company does not guarantee the possibility of P2P transactions or exchange of the NFT for ETH or other cryptographic assets.
Risks associated with hard forks
NFT is issued using the blockchain of ETH and there is a risk that it will become incompatible due to the hard fork of the blockchain.
Information on the owner address of the smart contract related to the NFT may be leaked due to a cyberattack, and as a result, the NFT owned by the User may be sent to a third party without permission.
Since the transactions of the NFT are conducted using the blockchain mechanism, the granting of the NFT may take a certain time, and there are possibilities such as the granting of the NFT may not be reflected to the address, or the granting of the NFT may be canceled. Further, the NFT is recorded electronically and its transfer is done over the network, therefore there is a risk that it may become lost.
Account Address-related risks
If the User loses the private key necessary to access the Wallet account address for managing or storing the NFT, the User may not be able to use the NFT.
Risks of changes in laws and tax systems
The law, regulations, and taxation related to the NFT are in flux. Changes in law, regulations, taxations or policies, may prohibit or restrict the grant of NFTs, or strengthen the taxation of NFT transactions. Users may face restriction on the holding or transaction of the NFT or maybe treated less favorable, which could result in unexpected losses.
Types and Number of the NFT
The types and number of the NFT sold by the Company in the Shop are limited, and Users may not be able to purchase the desired NFT. The Company may, at the Company's discretion,
issue additional NFT and shall not be liable to the User for any damages that may arise concerning such issuance.
Upon payment for the NFT, there is a possibility that a third party may impersonate the Company, and defraud the ETH to be sent from the User.
Article 6. Cancellation of Granting of NFTs
NFTs granted to Users will not be refunded for any reason whatsoever; provided, however, that the foregoing shall not apply if the applicable laws or regulations require otherwise. In such case, the method for refunding NFTs shall be determined by the Company in accordance with the applicable laws and regulations and shall be notified to the User or displayed on the Service's website.
The Company may, at the Company's discretion, decide not to grant NFTs to Users. In such case, the Company may send the same number of ETH received from the User to the User, refund the amount of money equivalent to the amount actually received from the User (In the event of receipt by Ethereum, the Exchange Rate between Ethereum and Japanese Yen in the market to be decided by the Company at 0:00 AM on the day prior to the commencement of the grant of NFT under each individual transaction shall apply.
Hereinafter referred to as the "ETH Rate".), or grant an NFT to the User in a manner deemed by the Company to be of equivalent value.
Article 7. Obligations of the Company
The Company obligations under the NFT Services are strictly limited to grant the NFT gained by the User pursuant to the Individual NFT Agreement, that is, to make certain records on the blockchain regarding the Users' rights of the NFT. The Company shall not assume any other obligations. For the avoidance of doubt, the Company does not grant to the Users any intellectual property rights, or any other rights of any kind of the Company other than granting the NFT.
Article 8. Rights on NFTs
All intellectual property rights (copyrights, patent rights, utility model rights, trademark rights, design rights, and other intellectual property rights (including the right to acquire those rights or to apply for registration of those rights). Hereinafter referred to as "Intellectual Property Rights") relating to the NFT (including without limitation, images and movies
associated with the NFT. The same shall apply hereinafter in this Article) belong to the Company or a party permitting license to the Company, and the grant of the NFT under the Individual Agreement does not mean the transfer or licensing of intellectual property rights of the Company or any party permitting licensing to the Company relating to the NFT.
The Company grants Users a non-exclusive non-transferable, royalty-free license to use, copy, and display the NFTs subject to the compliance of the terms and conditions set forth in these Terms and Individual NFT Agreement, solely for the following purposes:
- for personal, non-commercial use;
- as part of a marketplace that permits the purchase and sale of the NFT, provided that the marketplace cryptographically verifies each owner’s rights to display the NFT that only the actual owner can display the NFT; or
- as part of a third party website or application that permits the inclusion, involvement, or participation of your NFT, provided that the website/application cryptographically verifies each NFT’s owner’s rights to ensure that only the actual owner can display the NFT, and provided that the NFT is no longer visible once the owner of the NFT leaves the website/application.
Users shall abide by the conditions applicable thereto when using any NFT which is subject to conditions of use, such as additional fees and periods of use and the like. Even if terms such as “Purchase”, “Sales” or the like appear on the screens for the Service, the Company shall remain the owner of all Intellectual Property Rights as well as other rights in the NFT offered to Users by the Company, and such rights shall not be transferred to Users. Users will only be granted usage rights as set forth above.
Users shall not use any Content beyond the scope of the intended use of the NFTs in the Service (including, without limitation, acts of copying, transmitting, reproducing, and modifying).
If the Company believes that a User has violated or may violate any applicable laws or regulations or the provisions of these Terms or in the Individual NFT Agreement or when otherwise reasonably necessary for the Company’s business, the Company reserves the right to preclude such User's use of the Service of NFTs in, without providing prior notice to the User.用者が本NFTに関し法令もしくは本規約に違反し、または違反するおそれのあると認めた場合、その他業務上合理的な必要がある場合、あらかじめ利用者に通知することなく、本サービス又は本NFTの利用を制限できます。
Article 9. No Warranty by the Company
THE COMPANY DOES NOT MAKE GUARANTEES OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, (i) that the NFT is fit for a particular purpose, commercial utility, completeness, or continuity, (ii) that the NFT itself or the possession and delivery of the NFT will not be subject to attack by viruses or other malicious third parties, (iii) that the reliability, currentness, or flawlessness, or any other condition of the NFT expected by the User will be fulfilled, (iv) that the Service and/or NFT will be free of interruption or defects, (v) that any defects found in the NFT will be corrected in the future, or (vi) that the use by the User of the Service or NFT complies with the laws and regulations or internal rules of industrial organizations that are applicable to the User. The Service and the NFT is provided as-is and to the extent that it can be provided.
In the Case the User receives any information regarding the NFT directly or indirectly from the Company, the Company makes no warranty to the User beyond the Company's obligations expressly set forth in these Terms.
Chapter III. Sales of Products
Article 10. Purchase of Products
Users may purchase Products from the Company by using our Service.
Users shall apply and offer to purchase the Products in accordance with the method specified by the Company (including without limitation, by informing the Wallet account address, in case any purchase of Products are made together with NFTs) in the Services,
Upon the Company's acceptance of the offer in the preceding paragraph, a sales contract for the Products (an "Individual Purchase Agreement". Individual NFT Agreements and Individual Purchase Agreements are hereinafter collectively referred to as "Individual Agreements") shall be established between the User and the Company. If the Company accepts the offer, the Company shall send the User an email confirming the purchase of Products without delay. The User hereby agrees that such acceptance notice to be sent by email instead of writing.
The Company reserves the right to refuse offers from Users in case the Company finds any reasonable grounds in the Company's discretion, before the establishment of the Individual Purchase Agreement.
In the event of any misconduct or inappropriate behavior by the User , the Company may terminate the Individual Purchase Agreement, or take other measures the Company deems appropriate, before or after the conclusion of the Individual Purchase Agreement.
The Company shall not be liable in case the application and offer by the User does not reach the company, due to internet failure or any other circumstances beyond the Company's control,
Article 11. Payment by Users
The User shall deliver to the Company the quantity of ETH specified by the Company in exchange for the NFT in the manner specified by the Company promptly after (provided however, if there is a date to be separately specified by the Company, no later than that date) the establishment of the Individual Purchase Agreement. Any costs incurred in sending such ETH shall be borne by the User.
Upon receipt of the ETH outlined in the preceding Paragraph, the Company shall, subject to the satisfactions of all of the following conditions unless waived by the Company, ship the Products to the address notified by the User.
- The representation and warranties by the User under Article 16 and all information the User has provided to the Company concerning the Individual Purchase Agreement are true and accurate;
- In the case the granting of NFTs and purchase of Products are conducted at the same time ("Simultaneous Transactions"), the User holds the specific NFT at the time of entering the address for the shipment of the Products and the delivery of the Products, and the address entered by the User for shipment is all true and accurate;and
- The User has not violated any terms or conditions under these Terms or the Individual Purchase Agreement.
The Company shall deliver the Products and carry out correspondence with Users in accordance with the information (including without limitation, contact information and shipment address) submitted by the Users.
Article12. Return of Products
Products may be returned only if the User returns the Products within 8 (eight) days after receipt of the Products, Provided, however the Company shall not accept returns or exchanges in the following cases:
- When the Products were used (including in cases where packages are opened);
- Products that are damaged or stained due to reasons attributable to the User;
- Returns requested after 8 (eight) days of receipt of the Products;
- Loss of accessories or attachments (including product tags and labels, boxes and packaging) of the Products;
- or Products purchased outside our Services.
In case of Simultaneous Transactions, the Company will only accept returns of all products and rights of the transactions (e.g. all NFTs and Products), and we will not accept partial returns (e.g. return of certain NFTs or Products).
We do not accept returns or exchanges due to customer convenience.
Article 13. Indemnification
The Company shall not guarantee the quality, performance, compatibility with other products, or any other warranty on the Product, other than the warranty attached to each Product and the matters set forth in Article 12 of these Terms.
Users acknowledge that the color and shape of the Product may differ from what is e displayed on the screen depending on the performance and setting conditions of the display or monitor used by the User.
The Company shall be deemed to have fulfilled its obligations to deliver the Products by sending the Products to the address that the User has specified to the Company. The Company disclaims all liability and responsibility, when the Company has shipped the Products to the address specified by the User.
Chapter IV. Miscellaneous
Article 14. Management Obligation of Users
Computers, mobile phone devices, smartphones and other communication devices, operating systems, software, communication methods and electricity necessary for using the Service shall be provided and maintained by the Users at their own responsibility and expense.
Users shall, at its own expense and responsibility, take any and all security measures (including without limitation, prevention of computer virus infection, unauthorized access, and information leakage), on their equipment, including for those for the management of Wallet account addresses and NFTs. The Company shall not assume any responsibility or liability for damages caused by improper management of Wallet account information (including without limitation, the loss or breach of any Wallet account information), improper use, use by a third party, or third party attacks (including but not limited to malware, spyware, viruses, hacking or cracking) on computers, software or other equipment, communication lines, or other communication environments managed by the User.
If the Users discovers their Wallet account information is stolen, lost, or is used by a third party, the User shall immediately notify the Company and comply with instructions from the Company.
Article 15. Intellectual Property Rights
All Intellectual Property Rights relating to the Services, NFTs and Products, and the NFT belong to the Company or a party permitting license to the Company. Users may not use images, designs or any other Intellectual Property Rights provided through the Services outside the scope permitted by law without the permission of the Company or any other right holder.
Users shall not conduct any acts (this includes, but is not limited to, disassembly, decompilation, and reverse-engineering) that may infringe the intellectual property rights of the Company or any party permitting licensing to the Company for any reason.
Article 16. Representations and Warranties by the User
The User represents and warrants to the Company, at the time of the establishment and performance of each Individual Agreement and the grant of each NFT, that the following are true and accurate:
User has the full power and authority to enter into and perform its obligations pursuant to the Individual Agreement, and has performed all necessary procedures in accordance with all laws and regulations required to enter into the Individual Agreement;
The Individual Agreement has been duly and effectively executed by the User and, if duly and effectively executed by the Company, constitutes valid, effective and binding obligations on the part of the User, and such obligations are enforceable against the User according to respective provisions hereof;
The execution and performance hereof by the User shall not violate (i) any law that binds the User, and (ii) any agreement between the User and third parties;
User has, pursuant to the provisions of related laws, duly and effectively obtained or performed any and all approval and licenses required to execute and perform the Individual Agreement;
User has, pursuant to the provisions of related laws, duly and effectively obtained or performed any and all approval and licenses required to execute and perform the Individual Agreement;
User has obtained sufficient information on the NFT and/or Products before deciding to conclude the Individual Agreement;
The User understands that the transcation of the NFT, does not entitle the User to any rights with respect to the Company or the Company affiliates;
The User is not a citizen, inhabitant, resident, or sojourner of a country or region in which the purchase of the NFT or Products is prohibited, restricted, or otherwise regulated by law; and
The User is not an organized crime group (bouryokudan), a member or quasi-member of an organized crime group, a company with a certain connection with an organized crime group, a corporate extortionist, a politically-branded racketeer, a special intelligence organized crime group or any other equivalent ("Antisocial Forces"), cooperate or are involved in maintenance and operation of the Antisocial Forces by providing funds to the Antisocial Forces or similar actions and have any communication with the Antisocial Forces. If the Company determines that any of the aforesaid conditions applies to the User, or related to Antisocial Forces (including without limitation, in any situation that the User profits or benefit from antisocial forces), the Company may, without prior notice, exclude the User from the Service or terminated and cease the transaction of NFTs and/or Products or the grant of NFTs to the User. In this case, the Company shall not be liable for any damages suffered by the User.は、事前の通知なく、利用者による本サービスの利用を中止し、本NFT若しくは本商品の取引又は本NFTの付与を中止することができます。この場合、当社は利用者に生じた損害の賠償責任を一切負わないものとします。
Article 17. Restricted Matters
The Company prohibits Users from engaging in any of the following acts when using the Service, the NFTs and/or the Products:
- Acts that violate the laws and regulations, court verdicts, resolutions or orders, or legally binding administrative measures;
- Acts that may be in violation of public order, morals or customs;
- Acts that infringe intellectual property rights (including without limitation, copyrights, trademarks and patent rights, rights to fame, privacy and all other rights granted by law or by contract) of the Company and/or a third party;
- Acts of posting or transmitting: excessively violent or explicitly sexual expressions; expressions that amount to child pornography or child abuse; expressions that lead to discrimination by race, national origin, creed, gender, social status, family origin, etc.;
- expressions that induce or encourage suicide, self-injurious behavior or drug abuse; or expressions that include anti-social content and lead to the discomfort of others;
- Acts that lead to the misrepresentation of the Company and/or a third party or that intentionally spreading false information; Acts of sending the same or similar messages to a large, indefinite number of Users, or other acts that the Company deems as spamming;
- Acts of exchanging the right to use the NFTs or Products into cash, property or other economic benefits, other than by using the method prescribed by the Company, or transferring or receiving tNFTs to a third party in a manner other than as designated by the Company;
- Acts of using the Service for sales, marketing, advertising, solicitation or other commercial purposes (except for those approved by the Company); using the Service for the purpose of sexual conduct or obscene acts; using the Service for the purpose of meeting or engaging in sexual encounters with an unknown third party; using the Service for the purpose of harassment or libelous attacks against other Users; or otherwise using the Service for purposes other than as intended by the Service;
- Acts that benefit or involve collaboration with Antisocial Forces (including without limitation, purchasing NFTs and/or Products using cryptographic assets associated with criminal proceeds);
- Acts that are related to religious activities or invitations to certain religious groups;
- Acts of unauthorized or improper collection, disclosure or provision of any other person's personal information, registered information, user history, or the like;
- Acts of interfering with the servers and/or network systems of the Service; fraudulently manipulating the Service by means of bots or other technical measures; deliberately using defects of the Service, making unreasonable inquires and/or under claims such as repeatedly asking the same questions beyond what is necessary, and other acts of interfering with or hindering the Company's operation of the Service or other Users’ use of the Service;
- Acts of decoding the software of the Service or NFTs, such as by way of reverse engineering, disassembling or the like, for unreasonable purposes or in an unfair manner;
- Acts of altering the Service or the NFT, or falsifying available information in relation with the Service and the NFT;
- Acts that aid or encourage any acts stated in clauses (1) to (15); and
- Acts other than those set forth in clauses (1) to (16) that the Company reasonably deems to be inappropriate.
In the Case the User violate these Terms or the Individual Agreement (Including without limitation, cases where any of the items in the preceding paragraph has been violated), the Company may, at its discretion, take such action as it deems appropriate.
Article 18. Changes to the Service
The Company reserves the right to change all or part of the Service, or to discontinue the provision of this Service, without prior notice to Users. The Company shall not be liable for any damage caused to Users as a result of such changes or discontinuation.
Article 19. Suspension of provision of the Service
The Company may suspend or discontinue the Service without prior notice to the User if we determine that any of the following reasons are present:
- When performing maintenance, inspection or updating of computer systems for the implementation of the Service;
- If the Service becomes difficult due to force majeure such as earthquake, lightning, fire, power failure or natural disaster;
- When a computer or communication line is shut down due to an accident;
- If a network problem occurs with the handling of the NFT, such as a rise in GAS or clogging of transactions; or
- In the event that the Company determines that it is otherwise difficult to implement this Service.
The Company shall not be liable for any disadvantages or damages incurred by the Users due to the interruption or discontinuation of this Services in accordance with the preceding paragraph.
Article 20. Limitation of Liability
The Company shall not be liable for any damage caused by Users in relation to the Service or the NFTs. UNDER NO CIRCUMSTANCES SHALL THE COMPANY BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL OR FUTURE DAMAGES, OR LOST PROFITS.In the case that the Company is liable to the User for any damages for any reason (including without limitation, pursuant to the application of the Consumer Contract Act), the Company's liability shall be limited to an amount converted into Japanese yen at the ETH rate of the actual ETH received from the User under the Individual Agreement related to such damages.
The Company shall not be liable for any trouble between Users or between Users and third parties arising in connection with the Service, NFTs and/or Products.The Company shall not be liable for any losses or damages suffered by the Users that:
were not reasonably foreseeable at the time you accepted these Terms (for the sake of clarity, loss or damage is reasonably foreseeable if either it is obvious at the time the User accepted these Terms that it may happen, or both the User and the Company knew it might happen); or are not caused by the Company breaching a term of these Terms.
Article 21. Compensation by Users
In the event that the Company incurs any damage arising out of or in connection any actions by the User, the Company may claim such damages against the User, and the User shall indemnify the Company for such damages, as well as any cost and expenses related to such damages (including without limitation, attorneys’ fees and cost).
If the Company receives a payment request or any other claim from a third party as a result of the User's action concerning the NFT, the User shall promptly, at the User's expense, take the necessary steps to prevent the Company from directly receiving such payment request or claim.
Article 22. Termination
The Company may, without prior notice or demand, temporarily suspend any transactions with the User, or terminate the agreement (including Individual Agreements) with the User, if the User falls under any of the following items.
- Violation of any provision of the Terms;
- Used or attempted to use the Services NFT, or Products for any purpose or in any way that may cause damage to the Company, other users, or any other third party;
- The operation of the Service is obstructed by any means;
- When payment is suspended or insolvent, or there is a petition for bankruptcy proceedings, civil rehabilitation proceedings, or commencement of similar proceedings;
- A bill or check issued by oneself or an underwritten bill or check has been dishonored, or a disposition of suspension of transactions of a clearinghouse or other similar measures have been taken;
- Petition for seizure, provisional seizure, provisional disposition, compulsory execution, or auction has been filed;
- Upon receiving a disposition for failure to pay taxes or other public charges;
- If the User has died or has become subject to a ruling for the commencement of guardianship, curatorship, or assistance;
- If Products are out of stock and there is no plan to be manufactured;
- If delivery cannot be made due to unknown delivery addresses or long absence of Users;
- If the User does not respond to any notification by the Company; or
- Other cases where the Company determines that it is not appropriate to continue transcations with the User.
If any of the items of the preceding Section is applicable, the User shall automatically forfeit the benefit of time with respect to all debts owed to the Company and immediately make payment of all debts to the Company.
The Company shall not be liable for any damages incurred by the User arising out of the actions taken by the Company under this Article.
Article 23. Confidentiality
As used in these Terms, “Confidential Information” means any technical, business, financial, organized or any other information disclosed or obtained by the Company, whether in written or oral form, in connection with the Services; provided, however, that Confidential Information shall not include the following:
Users shall use Confidential Information solely for the purpose of the Services, and shall not publish nor disclose Confidential Information to any third party unless prior written consent is obtained from us. However, this provision shall not apply whenever disclosure is required pursuant to a court order or any applicable laws or regulations.
Whenever Users need to reproduce, copy or adapt any Confidential Information, prior written consent from us shall be required to perform such modifications. Users must strictly manage such reproduced, copied or adapted materials in accordance with Paragraph 2 above.
Upon request from us, Users shall immediately return or destroy any and all documentation or media containing Confidential Information in accordance with the instructions by the Company.
Article 24. Handling of Personal Information
Article 25. Force Majeure.
Neither party will be responsible or have any liability for any delay or failure to perform any of its obligations under the Terms (excluding payment obligations) to the extent such failure is due to unforeseen circumstances or to causes beyond such party’s reasonable control, including acts of God, earthquake, fire, flood, embargoes, labor disputes and strikes, riots, acts of terrorism, war, and acts of civil and military authorities.
Article 26. Notice or Communication
Any communications or notices from the User to the Company, including but not limited to inquiries with respect to the Service, and any communications or notices from the Company to the Registered User, including but not limited to notices concerning any amendment to the Terms shall be made in accordance with the procedures specified by the Company.
Article 27. Assignment
The User shall not assign, transfer, grant security interests on or otherwise dispose of the rights or obligations under the Terms without the prior written consent of the Company. In case the User assigns, transfer or grant any interest under the Terms, the terms and conditions of these Terms shall apply to and be biding upon the successor hereto.
In cases where the Company transfers in whole or part of the business regarding the Services to a third party, the Company may, as part of such transfer, assign to the third party the Service, the rights and obligations of the Company under the Terms. The User hereby agrees to such transfer in advance. The business transfer referred to above in this Paragraph shall include, in addition to the usual form of business transfer, a merger, a company split or any other form that would result in a business transfer.
Article 28. Relationship of the Parties
These Terms or any Individual Agreement will not be construed as creating an agency, partnership, joint venture or any other form of association between the parties, and the parties will at all times be and remain independent contractors. Except as expressly agreed by the parties in writing, neither party will have any right or authority, express or implied, to assume or create any obligation of any kind, or to make any representation or warranty, on behalf of the other party or to bind the other party in any respect whatsoever.
Article 29. Entire Agreement
These Terms and any Individual Agreement contains the entire agreement of the parties with respect to the subject matter of this agreement and merge and supersede any and all prior and contemporaneous agreements, understandings and communications between the parties, whether oral or written, with respect to such subject matter.
Article 30. Amendment
The Company reserves the right to amend or change the Terms when the Company finds it necessary. In the event of any amendment or change to the Terms, the Company shall inform the effective time and content of the amended or changed Terms by posting on the Website or other appropriate ways.。
Article 31. Severability
If any provision of the Terms or a part thereof is held to be invalid or unenforceable under the laws or regulations, the remaining provisions hereof or the remaining portion of the provision held invalid or unenforceable in part shall remain in full force and effect.
Article 32. Headings
Headings in the Terms are included for convenience only and are not to be used for construing or interpreting the Terms.
Article 33. Language
This Term shall be executed in the Japanese language. If an English translation hereof is made for reference purpose, only the Japanese original shall have the effect of a contract and such English translation shall have no effect.
Article 34. Governing Law and Jurisdiction
The Terms shall be governed by the laws of Japan without regard to conflict of laws principles.
Any and all disputes arising out of or in connection with the Terms shall be submitted to the exclusive jurisdiction of the Tokyo District Court of Japan.
Last updated： October 31, 2022